valid as on 19/10/2020

Regulation 2 - Definitions
Effective from 06-06-2008

(1) In these Regulations, unless the context otherwise requires,

(a) “Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992);

(b) advertisement” includes notices, brochures, pamphlets, circulars, show cards, catalogues, hoardings, placards, posters, insertions in newspaper, pictures, films, cover pages of offer documents or any other print medium, radio, television programmes through any electronic medium;

(c) “Board” means the Securities and Exchange Board of India established under provisions of Section 3 of Act;

(d) “book building” means a process undertaken prior to filing of prospectus with the Registrar of Companies by means of circulation of a notice, circular, advertisement
or other document by which the demand for the debt securities proposed to be issued by an issuer is elicited and the price and quantity of such securities is assessed;

“debt securities” means non-convertible debt securities which create or acknowledge indebtedness and includes debentures, bonds and such other securities of a body corporate or a Trust registered with the Board as a Real Estate Investment Trust or an Infrastructure Investment Trust, or any statutory body constituted by virtue of a legislation, whether constituting a charge on the assets of the body corporate or not, but excludes bonds issued by Government or such other bodies as may be specified by the Board, security receipts and securitized debt instruments;

(e) “debt securities” means a non-convertible debt securities which create or acknowledge indebtedness, and include debenture, bonds and such other securities of a body corporate or any statutory body constituted by virtue of a legislation, whether constituting a charge on the assets of the body corporate or not, but excludes
bonds issued by Government or such other bodies as may be specified by the Board , security receipts and securitized debt instruments;

(f) “designated stock exchange” means a stock exchange in which securities of the issuer are listed or proposed to be listed and which is chosen by the issuer for the purposes of a particular issue under these regulations;

(g) “issuer” means any company, public sector undertaking or statutory corporation which makes or proposes to make an issue of debt securities in accordance with these regulations or which has its securities listed on a recognized stock exchange or which seeks to list its debt securities on a recognized stock exchange ;

“net worth” shall have the same meaning as assigned to it in clause (57) of section 2 of the Companies Act, 2013;

(h) “private placement” means an offer or invitation to less than fifty persons to subscribe to the debt securities in terms of sub-section (3) of section 67 of the Companies Act, 1956 (1 of 1956);

(i) “public issue” means an offer or invitation by an issuer to public to subscribe to the debt securities which is not in the nature of a private placement;

(j) “offer document” means prospectus and includes any such document or advertisement whereby the subscription to debt securities are invited by the issuer
from public ;

(k) “recognised stock exchange” means any stock exchange which is recognised under section 4 of the Securities Contracts (Regulation) Act, 1956;

(l) “schedule” means a schedule annexed to these regulations;

“shelf prospectus” shall have the same meaning as assigned to it in section 31 of the Companies Act, 2013;

(m) “specified” means specified by a general or special order or circular issued under the Act or these regulations.

“wilful defaulter” means an issuer who is categorized as a wilful defaulter by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India and includes an issuer whose director or promoter is categorized as such.

(2) All other words and expressions used but not defined in these regulations, shall have the same meanings respectively assigned to them in the Act or the Companies Act, 1956 or
Securities Contracts (Regulation) Act, 1956 or the Depositories Act, 1996 or the Rules and the Regulations made there under or any statutory modification or reenactment
thereto, unless the context requires otherwise.

Substituted vide SEBI (Issue and Listing of Debt Securities) (Second Amendment) Regulations, 2017, w.e.f. 15.12.2017.To view the notification,Click Here
Inserted vide SEBI (Issue and Listing of Debt Securities) (Second Amendment) Regulations, 2017, w.e.f. 15.12.2017.To view the notification,Click Here
Inserted vide SEBI (Issue and Listing of Debt Securities)(Amendment)Regulations, 2014 w.e.f. 31-01-14.To view the notification,Click Here
Substituted vide SEBI (Issue and Listing of Debt Securities)(Amendment)Regulations, 2014 w.e.f. 31-01-14.To view the notification,Click Here
Inserted vide SEBI (Issue and Listing of Debt Securities)(Amendment)Regulations, 2014 w.e.f. 31-01-14..To view the notification,Click Here
Substituted vide SEBI (Issue and Listing of Debt Securities)(Amendment) Regulations, 2016 w.e.f. 25-05-2016.To view the notification,Click Here
Inserted vide SEBI (Issue and Listing of Debt Securities)(Amendment) Regulations, 2016 w.e.f. 25-05-2016.To view the notification,Click Here

SEBI (Issue and Listing of Debt Securities) (Second Amendment) Regulations, 2017, w.e.f. 15.12.2017.


SEBI (Issue and Listing of Debt Securities)(Amendment) Regulations, 2016 w.e.f. 25-05-2016


SEBI (Issue and Listing of Debt Securities)(Amendment)Regulations, 2014 w.e.f. 31-01-14


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